Gold Express Mines sells 3,000,000 MAGE shares at $0.01 each

Rhea-AI Filing Summary

Gold Express Mines, Inc. reported on Form 4 that it executed three separate sales of Common Stock of Magellan Copper & Gold Corp (MAGE) on 08/26/2025. Each transaction is coded as a sale of 1,000,000 shares at a price of $0.01 per share, for a total of 3,000,000 shares sold that day. The filing lists the reported beneficial ownership amounts following the transactions as 10,750,000, 9,750,000, and 8,750,000, respectively.

The reporting entity is the corporate Gold Express Mines, Inc., and the form notes the reporting person’s relationship to the issuer as a Director. The form includes an explanatory statement about the board’s voting structure (a "rule of three") limiting individual director beneficial ownership attribution. The filing was signed by John P. Ryan on 10/03/2025.

Positive

• Insider transactions were fully disclosed with dates, quantities, and price
• Filing includes governance explanation (the "rule of three") clarifying attribution of holdings

Negative

• Total insider disposal of 3,000,000 shares on 08/26/2025 may be investor‑relevant
• Sale price of $0.01 per share indicates a very low execution price for those transactions

Insights

Equity Trading Expert

TL;DR: Reporting person sold 3,000,000 shares on 08/26/2025 at $0.01.

The filing shows three sale transactions totaling 3,000,000 shares executed the same day, each at $0.01. Those sales reduce the reported beneficial holdings to as low as 8,750,000 in one line of the form.

This is a clear, contemporaneous disclosure of insider selling activity; the exact timing, share counts, and price are reported, which is the primary investor-relevant information in the document.

Corporate Governance Expert

TL;DR: Reporting structure is a corporate holder with a 4-person board; voting requires three directors.

The explanatory note states that Gold Express Mines, Inc. is governed by four directors and that dispositive actions require a three-vote majority, which the filer uses to explain beneficial ownership attribution.

This disclosure clarifies why individual directors are not separately deemed beneficial owners of shares held by the reporting entity; it is factual and limited to the voting rule provided in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gold Express Mines, Inc.

(Last) (First) (Middle)

6 1/2 NORTH 2ND AVE.

SUITE 201

(Street)

WALLA WALLA WA 99362

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGELLAN COPPER & GOLD Corp [ MAGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2025		S		1,000,000	D	$0.01	10,750,000	D(1)
Common Stock	08/26/2025		S		1,000,000	D	$0.01	9,750,000	D(1)
Common Stock	08/26/2025		S		1,000,000	D	$0.01	8,750,000	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. John P. Ryan, Howard Crosby, James Czirr and Terrence Dunne are the four directors of the Reporting Person. Any action by the Reporting Person, including voting and dispositive decisions, requires a vote of three out of the four directors of the board of directors. Under the so-called "rule of three", because voting and dispositive decisions are made by three out of four directors of the board of directors, none of the directors is deemed to be a beneficial owner of shares held by the Reporting Person, even those in which he or she directly holds a pecuniary interest.

	Gold Express Mines, Inc., By: /s/ John P. Ryan	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Magellan Copper & Gold (MAGE) report on this Form 4?

The Form 4 shows Gold Express Mines, Inc. executed three sales on 08/26/2025, each of 1,000,000 shares at $0.01, totaling 3,000,000 shares sold.

How did the reported beneficial ownership change after the transactions?

The filing lists post-transaction beneficial ownership amounts of 10,750,000, 9,750,000, and 8,750,000 shares following the reported sales.

Who is the reporting person on the Form 4 for MAGE?

The reporting person is Gold Express Mines, Inc., and the form is signed by John P. Ryan on 10/03/2025.

What relationship does the reporting person have to MAGE?

The Form 4 indicates the reporting person’s relation to the issuer as a Director.

Does the filing explain why individual directors are not listed as beneficial owners?

Yes. The filing states the reporting entity has four directors and that voting/dispositive actions require three out of four votes, so individual directors are not deemed beneficial owners of the entity’s shares.